Terms of service

The Instead Terms of Service (these “Service Terms”), together with the applicableOrder Document and Payment Authorization (collectively, the “Agreement”), constitute abinding agreement by and between Instead, LLC (“Instead”) and Customer (as definedbelow) with respect to Customer’s access and use of one or more software-as-a-serviceofferings for taxpayers and Tax Advisors (both paid and free) and related content andmaterials offered by Instead through its online platform (each, a “Platform Service”)and/or one or more professional tax services offerings for taxpayers, as more fullydefined below, and related content and materials offered by Instead and its Affiliates(each, a “Tax Service”). In these Service Terms, the Platform Services and the TaxServices are collectively the “Services” and each of them is a “Service.” Customeraccepts and agrees to be bound by these Service Terms by ordering, accessing orusing a Service.

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1. DEFINITIONS

a. “Account” means an account that Instead enables for Customer and its Authorized Users to access and use one or more Services with respect to Customer and the business entities associated with Customer and included within such account).

b. "Affiliate" means an entity that controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

c. "Aggregate Information" has the meaning given in Section 5(d).

d. “Applicable Laws” means all applicable local, state, provincial, federal, and international laws, rules or regulations.

e. "Authorized Users" means Customer and the employees of Customer (or the business entities associated with Customer and included in Customer’s Account) who are authorized by Instead to access and use the applicable Service and who have been supplied with user identifications and passwords by Customer (or by Instead at Customer’s request). Authorized Users may be tax planning users (who have full access to the Service) and administrative users (who have limited access to the Service). For Platform Services, Customer’s Authorized Users include any Tax Advisor that Customer authorizes to access its Account as described in Section 2(c).

f. "Confidential Information" has the meaning given in Section 5.

g. “Console Client” means a Tax Advisor Customer’s client whose Account is linked to the Tax Advisor Customer’s Account in Instead Pro.

h. “Customer” means an individual or business entity, which may be a taxpayer or a Tax Advisor, that subscribes to a Service (including both paid and free Service offerings).

i. "Customer Data" means (i) any data, documents, information or material uploaded or submitted by Customer to or through the Services (including, in the case of Tax Advisor Customers, the data, documents, information or material uploaded or submitted to or through a Platform Service for or on behalf of their clients) and (ii) the Service Output. Customer Data does not include Aggregate Information or descriptions of tax issues, requirements or strategies (other than any Customer- and Customer client-unique data or information contained in such descriptions).

j. “Documentation” means the then-current instructional materials, user guides, instructional videos, and similar documentation for the Service provided by Instead through its online customer portal or within the applicable Service. The Documentation is part of the Services.

k. "Effective Date" for a Service means the start date of the Subscription Term for that Service.

l. “Fees” means the fees, taxes (if applicable), reimbursable expenses, and other amounts payable by Customer for the Service.

m. "Initial Subscription Term" means the initial subscription period for which Customer is obligated to pay for the Service, as set forth in the initial Order Document for the Service.

n. “Instead Expert” means an employee of Instead or its Affiliate who is a certified public accountant, enrolled agent, or other tax professional who has completed Instead’s tax advisory training for tax preparers.

o. “Instead Materials” means all templates, samples, recordings, videos, newsletters, files, images, logos, information, and other content and materials of Instead and its Affiliates (and all related Intellectual Property rights) contained or used in the Services (other than the Customer Data), contained in Instead’s knowledge base, or otherwise provided to Customer in connection with the Services. Instead Materials may include Third-Party Materials.

p. “Instead Pro” means the Platform Service for Tax Advisors described in Section 2(l) of these Service Terms.

q. “Instead Technology” means the technology, including software programs, connectors, websites, networks, and equipment (and all related Intellectual Property rights) used in providing the products and services offered by Instead and its Affiliates. Instead Technology does not include Third-Party Materials.

r. "Intellectual Property" means Inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property and proprietary rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world (whether registered or unregistered), any application for the foregoing, and all rights to enforce the foregoing.

s. "Invention" means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.

t. “Order Document” means a quote, sales order or other document used to purchase Services from Instead.

u. “Payment Schedule” means the payment terms and payment schedule for the applicable Service(s). A Payment Schedule may be set forth in the Order Document for the Service, in a Payment Authorization and/or in a separate document.

v. “Payment Authorization” means the payment authorization provided by Customer (or if applicable in the case of Platform Services, the person or entity paying the Fees for the Service on behalf of Customer) in the Order Document, within the Service or otherwise.

w. “Personal Information” is information that personally identifies or could reasonably be used to personally identify an individual (such as a name, email address, mobile or residence phone number, or residence address), other information that is or can be reasonably linked to a particular individual, or other data or information defined as personal information under Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Information relating to an employee or other authorized Representative of Customer that is collected or received by Instead in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Instead’s use of Personal Information of such an employee or other Representative is governed by Instead’s Privacy Policy available at https://www.instead.com/legal/privacy-policy, which describes how to manage individual communication preferences. Customer is responsible for informing its Representatives of such processing of their Personal Information.

x. “Renewal Notice” means the notification sent by Instead before the commencement of each Renewal Subscription Term for a Service, including the pricing for the Service for such Renewal Subscription Term.

y. “Renewal Subscription Term” has the meaning given in Section 7(a).

z. “Representative” of a party means the employees, directors, officers, consultants, professional advisors, representatives, or agents (and, in the case of Customer, Authorized Users) of such party and its Affiliates.

aa. “Service Output” means the Customer-unique output (and, in the case of Tax Advisor Customers, Customer client-unique output) that is generated for Customer by a Platform Service or by Instead as part of a Tax Service (excluding, in each case, any Instead Materials or Third-Party Materials therein), including state and/or federal tax filings generated through the Platform Services or prepared by Instead through the Tax Services and tax strategies, tax positions and tax plans suggested or calculations performed by a Platform Service or by Instead as part of a Tax Service.

bb. “Tax Advisor” means an accountant or other tax or financial services professional.

cc. “Tax Advisor Customer” means a Customer that is a Tax Advisor using a Platform Service (through Instead Pro or otherwise) on behalf of or with respect to one or more of its clients.

dd. “Tax Services” means Instead’s professional services offerings for individual taxpayers or business entity taxpayers, as more fully described in Section 4 of these Service Terms.

ee. “Term,” “Subscription Term” and “Renewal Subscription Term” have the meanings given in Section 7.

ff. “Third-Party Materials” means software, technology, services, or websites of third parties that may be used in conjunction with the Services (including third-party platforms or services that are integrated with or interoperate with the Services) or templates, samples, recordings, files, images, logos, information, content or materials of third parties contained, used in or linked to the Services (other than the Customer Data).

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2. ACCESS AND USE OF THE SERVICES

a. Access and Use Rights

Subject to and conditioned on compliance with the Agreement (including the payment of applicable Fees), Instead hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right to access and use the applicable Service(s) during the Term, in accordance with its Documentation, solely for Customer’s personal use or, in the case of Tax Advisor Customers and taxpayer Customers who are entities, its internal business purposes (which, in the case of Tax Advisor Customers, includes the provision of services to Customer’s clients) and for the number of Authorized Users and subject to any limitations or restrictions specified in the Agreement. All rights not expressly granted to Customer are reserved by Instead.

b. Account

Customer and Authorized Users shall protect the confidentiality and security of usernames, passwords, access and Account information under their control. Customer is solely responsible for any and all activities that occur under Customer’s Account. Except to the extent caused by Instead’s breach of the Agreement, Instead is not responsible for unauthorized access to the Account. Customer shall notify Instead immediately upon learning of any unauthorized use of the Account or other security breach relating to the Services.

c. Account Access by Tax Advisors

A taxpayer Customer may authorize its Tax Advisor(s) to configure, access, operate and manage its Account for a Platform Service (or particular entities within the Account), either through Instead Pro or otherwise through the Platform Service. In such case, Customer agrees that Instead may provide a Tax Advisor with the ability to configure, access, operate and manage Customer’s Account (or particular entities within the Account, as the case may be) in accordance with Customer’s authorization.

d. Joint Filers

If the Services will be used to produce Service Output for “married filing jointly” or other joint filing status, (i) both joint filers will be Customers and subject to the Agreement and any consents and authorizations contemplated by the Service Terms must be provided by both joint filers. Each joint filer acknowledges that there is no expectation of privacy between them with respect to the Services and Instead may share with either joint filer, without prior consent of the other, partial or completed Service Output and other information concerning the applicable Services.

e. Imported or Extracted Information

  i. The Services may include functionality that allows Customer to import certain information from participating third-party platforms (such as financial institutions, payroll processors, or personal or business financial software such as QuickBooks or Xero) or other third-party or Instead sources. The Services may include functionality that extracts or otherwise processes data from images or documents photographed or scanned with a mobile device or computer (for example, W-2s, past tax returns, credit cards used for payment). Such functionality is limited to those scans, images and other items that the applicable Service can read and extract/process. If the document or other item that Customer submits for extraction/processing through the Services is not supported or is otherwise unreadable, Customer must manually enter the data. Instead does not guarantee the accuracy or completeness of imported or extracted data. Customer is responsible for verifying the accuracy and completeness of all Customer Data that is imported to or otherwise uploaded to the Services.  

  ii. The Services may include functionality that allows Customer to automatically import specified documents and/or information when they are available for import (which may be at a future date), for use in connection with the Services. If Customer elects to use auto-import functionality, Instead will automatically import the specified documents or information unless and until Customer opts out of the auto-import through Customer’s Account.

f. Third-Party Materials

  i. The Services may be integrated with or interoperate with Third-Party Materials and the Service or the Service Output may contain (or Instead may otherwise provide Customer with) Third-Party Materials or access or links to Third-Party Materials. Instead is not responsible for and does not in any way endorse or provide any warranty or guarantee for any Third-Party Materials. All Third-Party Materials are subject to the licenses or other terms of access and use imposed by the owners or licensors of such Third-Party Materials, which are generally found on the third party’s website. If Customer does not agree to abide by the licenses or other terms for any such Third-Party Materials, then Customer should not install, access or use such Third-Party Materials. Customer’s use of the Third-Party Materials in connection with the Services indicates Customer’s acceptance of such third party’s licenses or other terms of access and use. If Customer wants Instead to stop making Customer information available to a third party through, or stop receiving or accessing Customer’s information through, the Third-Party Materials, Customer should discontinue use of the Third-Party Materials.  

  ii. Instead may offer features or functionality through which Instead will submit an application or inquiry to a third party on Customer’s behalf, through an integration or otherwise, upon request or opt-in from Customer. For example, Instead may submit Customer’s information to determine whether Customer is eligible for certain tax benefits and the amount of any savings, to help document Customer’s tax strategies, or document support for tax credits, cost segregation or other benefits claimed by Customer. If Customer requests or opts in for Instead to submit an application or inquiry on Customer’s behalf, Customer authorizes Instead to do so and to disclose to and receive from the third party the relevant information of Customer. Customer acknowledges that Instead does not determine whether Customer is eligible for any benefit or program and that Customer is solely responsible for complying with all requirements and Applicable Laws in connection therewith.  

  iii. If, using an integration or interoperability with a third-party platform or other third-party source, Customer imports or uploads information or documents from a third party to the Services or Instead submits Customer information or documents to a third party at Customer’s request (e.g., to submit an application or inquiry on Customer’s behalf), Customer authorizes Instead to disclose Customer’s relevant information or documents to the third party, and to receive Customer’s information and documents from the third party, for the intended purpose. Customer represents and warrants that Customer has the necessary rights to grant Instead permission to access its accounts with such third party.

g. Restrictions

Customer shall use (and shall cause all of its Authorized Users to use) the Services, the Instead Materials and the Service Output only as set forth in the Agreement and the Documentation and, except as expressly contemplated by the Agreement and the Documentation with respect to the use of a Platform Service to aid a Tax Advisor Customer in its provision of services to its clients, shall not use the Services, the Instead Materials or the Service Output for the benefit of any third party (other than business entities associated with Customer and included within Customer’s Account). Customer shall not, and shall not allow its Authorized Users, Representatives or any third party to, (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit the Services, the Instead Materials, the Documentation or, except for the use of the Service Output to aid a Tax Advisor Customer in its provision of services to its clients, the Service Output; (ii) except as expressly contemplated by the Documentation with respect to Instead Pro, share, make available or display the Services, the Instead Materials or the Documentation to any third party other than Authorized Users; (iii) use the Services or the Instead Materials to operate any timesharing, service bureau, software-as-a-service or similar business; (iv) copy, modify, adapt, enhance or otherwise create any derivative work of the Services, the Instead Materials, or the Instead Technology or the Documentation; (v) access or use the Services, the Instead Technology, the Instead Materials or the Documentation for any purpose not expressly contemplated by the Documentation, including to design or build a product or service that competes with a Platform Service or that contains features, functions, graphics or design similar to those of a Platform Service; (vi) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of or decrypt any part of the Services or the Instead Technology; (vii) violate any Applicable Laws in connection with access or use of the Services, the Instead Technology, the Instead Materials, the Documentation or the Service Output; (viii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Instead or its Affiliates, commercial partners, suppliers or licensors within the Services, the Instead Technology, the Instead Materials, the Documentation or, if applicable, the Service Output; (ix) use or permit the Services to be used by more than the then-current number of Authorized Users, including by making a Platform Service available over a network or other environment; (x) use the Services or the Instead Technology to store, transmit or introduce any malicious code that interferes or attempts to interfere with the operation of the Services or the Instead Technology; (xi) interfere with or disrupt the integrity or performance of the Services or Instead Technology or attempt to do so; (xii) use the Services, the Instead Technology, the Instead Materials, the Service Output or Third-Party Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person; or (xiii) use any Instead Confidential Information, Instead Materials, or interfaces of Instead or other Intellectual Property of Instead in the design, development, manufacture, licensing or distribution of any applications, accessories or devices designed for use with the Services.

h. Electronic Filing

  i. By using a Platform Service to prepare and transmit tax filings electronically, or by authorizing Instead to transmit Customer’s tax filings electronically in connection with the Tax Services, Customer consents to the use of the Services to electronically file such filing and to the disclosure by Instead to the applicable state and/or federal tax authority of all information relating to Customer’s access and use of the Services that is required by the tax authority to be disclosed in connection with electronic filing (such as information relating to the computer and account from which a return originates, such as an IP address).  

  ii. Individual tax filings and business entity tax filings electronically filed through the Services (other than those filed by a Tax Advisor Customer) will be filed using Instead’s electronic filing identification number (EFIN) and tax preparer tax identification numbers (PTINs) if a part of Instead Tax Services Full Service. In order for a Tax Advisor Customer to use an electronic filing service of the Services or of the IRS, it must obtain and maintain a valid EFIN for itself and a valid PTIN for each of its personnel who prepares returns. Before using any electronic filing service of the Services, a Tax Advisor Customer shall provide Instead with a copy of the IRS acceptance letter for its EFIN and PTIN(s) and any other documentation reasonably requested by Instead regarding ownership of an EFIN or PTIN to be used with the Services.  

  iii. Instead’s responsibility with respect to electronic filing is limited to using commercially reasonable efforts to facilitate the transmission of the tax filing(s) to the applicable tax authority. Customer is responsible for confirming that an electronic tax filing has been received and accepted by the applicable tax authority. Electronic filing may not be available for certain tax returns or tax forms or in some states. If Instead cannot electronically transmit the filing or if the tax authority rejects an electronic filing, Customer shall print and manually sign the tax filing and timely mail it (at Customer’s expense) to the applicable tax authority.  

  iv. If Customer generates a federal filing in the Platform Services before the date that Instead begins processing filings for electronic submission, then in order to complete the electronic filing process and submit the filing electronically, Customer must access the Platform Service again on or after the date Instead begins processing electronic filings. The IRS typically begins accepting electronically filed federal tax returns in mid-January of the applicable tax filing season.  

  v. Instead will not electronically submit any tax filing unless and until Instead receives payment of the Fees due for the applicable Service, Customer’s approval of the completed filing and Customer’s consent to electronically file it. After payment, Instead will provide access to an electronic copy of the completed tax filing for Customer’s review. If Customer identifies any errors in the tax filing during the review (and before Customer approves it for filing), Customer shall correct such error (in the case of the Platform Services or the Instead Tax Services Assisted) or promptly notify the Instead Expert of such error so that the Instead Expert may correct it (in the case of Instead Tax Services Full Service). To approve the filing, Customer (including both spouses or joint filers, in the case of a joint filing) must electronically sign all federal, state and local authorization forms (as the case may be) required to allow Instead to electronically submit the filing. If these forms use a third-party e-signature provider, Customer consents to the use of such third-party e-signature service. By electronically signing these forms, Customer represents that Customer has received a copy of and reviewed the completed tax filing and approved it as complete and accurate. If Customer is a business entity, Customer further represents that the person signing is authorized to sign and submit such filing.

i. Affiliates

Instead may provide the Services itself or through any of its Affiliates, including its foreign subsidiary Instead Tax India Private Limited. When an Instead Affiliate provides a Service, all applicable references to “Instead” in the Agreement relating to provision of such Service refer to such Affiliate. Instead or its Affiliate may invoice or provide Renewal Notices to Customer for such Service, and unless otherwise specified in such invoice or Renewal Notice, Customer shall make payment to the Instead Affiliate that issued it. Instead is responsible for its Affiliates’ compliance with the terms of the Agreement, and Instead shall be responsible for their acts and omissions relating to the Agreement as though they were those of Instead. Customer and its Affiliates shall bring any claims it or they may have solely against Instead and not against any Instead Affiliate providing or invoicing for the applicable Service.

j. Subcontractors

Instead may use subcontractors to facilitate its obligations under the Agreement, and Instead shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Instead.

k. Beta Features

Notwithstanding anything to the contrary in the Agreement, Instead will not have any liability (including in respect of warranty and indemnification obligations) for or related to any Service feature that is designated as "beta" or otherwise identified as being for beta testing purposes or unsupported.

l. Instead Pro

Through Instead Pro, a Tax Advisor Customer that subscribes to a Platform Service may invite its clients to create a taxpayer Account that will be linked to its Account in Instead Pro, or create such an Account on behalf of its client; invite its clients to link a previously created Account to its Account in Instead Pro, or link such an Account on behalf of its client; and configure, access, operate and manage all such linked Accounts (or entities within such Accounts) on behalf of its Console Clients.

  i. When a Tax Advisor Customer creates or links a taxpayer Account to its Account in Instead Pro, such Tax Advisor Customer represents and warrants to Instead that: (A) it provides professional financial consulting or accounting services to such Console Client under an existing business relationship; and (B) it has obtained all required rights, consents and authorizations from the Console Client to create or link the Account, to configure, access, operate and manage the linked Account and use the Platform Service for and/or on behalf of the Console Client, and to upload the Console Client’s Customer Data to the Platform Service for processing (and will provide documentation of any such rights, consents or authorizations upon request by Instead).  

  ii. As between Instead and a Tax Advisor Customer, the Tax Advisor Customer is responsible for the accuracy, quality, completeness, appropriateness, timeliness, integrity, legality and all other aspects of the Customer Data or other data, documents, information or material it provides in connection with creating or linking a taxpayer Account, the means by which the Tax Advisor Customer acquired it, and for keying it accurately into the Service.  

  iii. When a taxpayer Customer becomes a Console Client by accepting an invitation to an Account created or linked by a Tax Advisor Customer, such Console Client represents and warrants to Instead that the Tax Advisor Customer provides professional financial consulting or accounting services to such Console Client.  

  iv. Each Tax Advisor Customer and Console Client understands and agrees that each of them accepts these Service Terms separately from each other.  

  v. A Tax Advisor Customer is not an agent of Instead and has no authority to (and shall not) provide any representations, warranties or covenants with respect to Instead Pro, the applicable Platform Service or any other Instead product or service.  

  vi. Neither the Agreement nor the use of Instead Pro creates an agency, partnership, joint venture, employment, or other similar relationship between Instead and any Tax Advisor Customer.  

  vii. For the avoidance of doubt, any professional accounting, financial consulting, or other services provided by a Tax Advisor Customer to Console Clients, even if the Tax Advisor Customer provides those services using Instead Pro, are not Services and are not governed by the Agreement. Any services provided by a Tax Advisor Customer to its client are provided under the terms and conditions of the separate agreement between the Tax Advisor and its client.

m. Support

Instead will provide its standard support for the applicable Service to Customer at no additional charge, or premium support if available and purchased separately. Instead may use a variety of methods, such as in-platform, websites, widgets, remote access, chat, e-mail, video, phone, and online community, to provide technical support and customer service in connection with the Services. Technical support and customer service regarding the purchase and use of the Services does not include tax assistance, tax advice or tax preparation help.

n. Live Sessions

  i. If Customer chooses to allow Instead personnel to have remote access to Customer’s computer in order to provide technical support or customer service, Customer should close other browsers or applications and follow Instead’s other instructions to enable such access.  

  ii. If Customer elects to have an audio or video session with an Instead Expert (in the case of Tax Services) or with other Instead personnel (for example, in the case of technical support or customer service), Customer consents to Instead’s monitoring and recording of such audio and video sessions, including screen visuals and session replay, for purposes of providing and evaluating the applicable Services (including for purposes of quality control, internal training, customer satisfaction, and personnel assessment). In the case of two-way video, Customer understands that anything or anyone in the background will be visible and agrees that it and they may be monitored and recorded. Customer is responsible for ensuring that any other individual who appears on video has provided prior consent. Customer may not record any sessions without consent of the Instead Expert or other Instead personnel.  

  iii. The Instead personnel may choose to end a session at any time if Customer is abusive (for example, uses offensive, discriminatory or harassing language, yells or swears after being asked to stop, or threatens the Instead personnel), refuses to engage constructively and productively, abandons the session or appears to abandon the session (e.g., long silences, no response) or fails or attempts to bypass Instead security procedures (e.g., identify verification questions).

o. Services After a Filing Deadline

Customer acknowledges that, after the statutory filing deadline for a particular tax filing (including an extended filing deadline, if Customer obtained an extension), a different Service experience may be required. For example, after the statutory filing deadline for a tax return, Customer may be required to prepare and file a late return or an amended return.

p. Not All Tax Situations Included

Some tax topics, forms, business types and/or situations may not be included as part of the applicable Service, as determined by Instead in its sole discretion and at any time, and Instead may decline to provide Services related thereto.

q. Changes to Services. Instead reserves the right, in its sole discretion, todiscontinue any Service or make any changes to a Service that it deems necessaryor useful, including the addition, modification, or sunsetting of specific features,functionality, user interfaces, or components thereof. If Instead discontinues aService, any Customer Data entered, created or imported into such Service may notbe available to Customer after such discontinuation. Customer acknowledges andagrees that Customer has not relied on any future availability of any serviceofferings, technology, or additional, enhanced or updated features or functionality.

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3. CUSTOMER RESPONSIBILITIES; LIMITATIONS ON INSTEAD ADVICE

a. Additional Customer Responsibilities

In addition to the responsibilities, representations and warranties of Customer contained elsewhere in the Agreement:

i. Customer is responsible for ensuring that the Services are compatible with Customer’s business and systems requirements and for the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software.

ii. Customer is responsible for the accuracy, quality, completeness, appropriateness, timeliness, integrity, legality and all other aspects of Customer Data, the means by which Customer acquired it, and for confirming that it is accurately and completely entered into the Services, including Customer Data that is imported or entered into the Services without manual keying, such as through a third-party integration or extraction functionality. Instead does not have any obligation to approve, control or verify Customer Data (though Instead may ask for clarification or otherwise notify Customer if it becomes aware of red flags indicating that information is incorrect). Without limiting the generality of the foregoing, a Tax Advisor Customer using Instead Pro is solely responsible for Customer Data that such Tax Advisor Customer uploads and manages through Instead Pro.

iii. Customer is responsible for reviewing the Service Output and satisfying itself that it is complete and correct. Without limiting the generality of the foregoing, Customer shall review the Service Output before electronically filing or mailing it or authorizing Instead to file it. Customer acknowledges and agrees that any decisions regarding tax treatment are made solely by Customer and that use of the Services, including Tax Services, does not relieve Customer of responsibility for the accuracy, content, and review of its (or, in the case of a Tax Advisor Customer, its clients’) tax returns and filings, tax plans, tax recommendations, tax strategy calculations, implementation of tax strategies or, except in the case of Instead Tax Services Full Service, the preparation of tax returns and filings. Instead will not be liable for any legal, financial or accounting errors or violation of Applicable Laws by Customer (or, in the case of a Tax Advisor Customer, its clients), including any made in reliance on the Services or the Service Output, or for billing errors and omissions by Customer. If and as required by Applicable Laws, Instead will notify Customer if Instead becomes aware of an error or omission on Customer’s return or other submission.

iv. In connection with certain Services, Instead may recommend estimated quarterly tax payment amounts based on Customer’s current year tax return and information provided by Customer about expected future income. Customer is responsible for deciding whether and how to make such payments and for adjusting such payments if Customer’s financial situation changes.

v. Customer is responsible for all acts and omissions of its Authorized Users and other Representatives, and any act or omission by an Authorized User or Representative of Customer that would constitute a breach of the Agreement if done by Customer will be deemed a breach of the Agreement by Customer.

vi. Customer is responsible for maintaining adequate documentation to substantiate the accuracy and completeness of its tax filings and shall comply with the recordkeeping requirements of the IRS and applicable state and local tax authorities. Instead has no obligation to store copies of Customer’s tax filings or other documents except as required by Applicable Laws. Customer (and not Instead) is solely responsible for any additional tax, penalties, interest, professional fees or other liability or costs resulting from inadequate documentation or audit, including audit defense or any requirement to file an amended or previously unfiled return or the disallowance of tax deductions or credits.

vii. Customer shall comply with Applicable Laws and shall not use the Services, the Instead Materials or the Service Output to violate, or to assist any other person or entity in violating, Applicable Laws.

viii. Customer represents and warrants that (i) the information Customer provides about Customer and associated business entities to receive the Services (including name, contact information, billing information, and, as applicable, business name(s), owner name(s), EFIN and PTIN(s) (for Tax Advisor Customers), and other identifying information) is accurate, and Customer will provide Instead with written notification of any changes to such information no later than 30 days after the change; (ii) if Customer is using the Services on behalf of a business entity taxpayer, each Customer Representative using the Services is an authorized representative entitled to use the Services on such entity’s behalf and, if its tax filings are electronically filed using the Services, to submit its tax filings.

ix. Customer represents and warrants that, with respect to Customer Data uploaded to the Services or otherwise provided to Instead by or on behalf of Customer: (i) such Customer Data relates to Customer and business entities associated with Customer and included within Customer’s Account, if any (including, for this purpose, persons and entities involved in or affecting the tax situation of Customer and any such associated business entities); (ii) Customer has the right to provide it to Instead; and (iii) to Customer’s knowledge, it is accurate. Customer shall provide Instead only with information and documents regarding Customer and associated business entities (or in the case of Tax Advisor Customers, regarding its clients) and shall not upload or otherwise provide Instead with information or data of any other party. If Customer uploads or otherwise shares another taxpayer’s (including another business’s) information or data in an attempt to file a return for any other taxpayer that is not an associated business within the Account (or, in the case of Tax Advisor Customers, that is not a client), Instead may terminate Customer’s Services for breach and delete any such third-party information and data shared.

x. Customer is solely responsible for (A) compliance with reporting requirements under Applicable Laws with respect to persons having certain direct and indirect interests in a foreign bank account or other foreign financial assets, and (B) filing any required foreign tax returns or required foreign account reporting, even if Instead generates or prepares Customer’s tax returns. Failure to comply with such reporting and filing requirements may result in substantial civil and criminal penalties. Customer, and not Instead, is solely responsible for any penalties or other liabilities associated with failure to timely and accurately submit reporting and returns regarding foreign assets or to otherwise comply with Applicable Laws. Customer shall inform Instead of all foreign assets held directly or indirectly by Customer. Instead may determine that Customer is not eligible for certain Services based on such foreign assets.

b. No Professional Advice

Customer acknowledges that (i) Instead is a technology-enabled service provider, not a certified public accountant firm, accounting firm or investment advisory service; (ii) the Services do not provide or include any legal, accounting, financial, investment, estate planning or, except for the advice on federal and state income tax preparation and filing included with the Tax Services, other professional advice; and (iii) Instead provides the Services, the Instead Materials and the Service Output for informational purposes and Customer does not rely upon Instead, the Services or the Instead Materials to determine the appropriate tax treatment. Instead may provide recommendations or guidance, including potential tax strategies or tax positions, but it is Customer’s sole decision and responsibility to decide whether to follow guidance or take suggested actions. Customer is responsible for reviewing and approving the Service Output and the tax positions taken by Customer (and, in the case of Tax Advisor Customers, those taken on behalf of its clients). Customer may request a specific tax position, provided it is consistent with Instead’s understanding of the relevant tax code, tax regulations, revenue rulings, revenue procedures, private letter rulings and any related court cases or laws. For Instead Tax Services Full Service, where an Instead Expert is the preparer of the tax filing, if Instead disagrees with the position that Customer requests, Instead may decline to prepare and sign the filing and, in such case, Customer must complete the filing using another method or service.

c. Other Limitations on Instead Advice

‍Customer acknowledges and agrees that:

i. Instead will generate or prepare Service Output based on, base its conclusions on, and rely on the accuracy and completeness of the Customer Data and assumptions that are furnished by Customer and its Representatives, and their inaccuracy or incompleteness could materially affect Instead’s conclusions or the Service Output. Instead will not independently audit, investigate or verify Customer Data (though Instead may ask for clarification or otherwise notify Customer if it becomes aware of red flags indicating that information is incorrect);

ii. Instead will not update the Service Output or its advice or recommendations after provision to Customer (including, for example, updates to reflect changes or modifications to relevant laws and regulations or to related judicial and administrative interpretations, or for subsequent events or transactions), unless Customer separately engages Instead to do so in writing;

iii. If there are conflicting interpretations of tax law, or if tax law is unclear, Instead will explain the possible positions that may be taken and may provide advice about such positions. Instead will follow the position Customer selects, provided it is consistent with Instead’s understanding of relevant tax authority (such as the Internal Revenue Code, revenue rulings and procedures, court cases and similar state and local guidance) and the rules of professional conduct. Instead makes no guarantee that the relevant tax authorities will agree with such position. If the IRS, state or local tax authorities later contest the position Customer selects, additional tax, penalties, and interest may be assessed and Customer (and not Instead) will be responsible for these amounts, as well as any related professional fees for responding to the tax authority;

iv. The Services cannot be relied upon to discover errors, fraud or other irregularities or wrongdoing or to identify or communicate deficiencies in Customer’s internal controls; and

v. Instead is not responsible for any conflicts arising from elections or reporting positions across business and individual returns.

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4. ADDITIONAL TERMS FOR TAX SERVICES

a. Tax Services Provided

Through the Tax Services, Instead provides tax-related professional services to individual taxpayers or business entity taxpayers. With Instead Tax Services Assisted, an Instead Expert will provide tax planning and advice about tax strategies and tax positions, answer questions and provide live guidance to Customer about a tax filing generated by Customer through the Platform Services, and conduct a limited pre-filing review. With Instead Tax Services Full Service, Instead will gather the necessary Customer Data for the requested tax filing and an Instead Expert will prepare, review, and finalize the filing for submission to the relevant tax authority, in addition to answering questions and providing tax planning, tax strategy, and tax position advice and live guidance. Tax Services are limited to the individual and business entity tax returns and tax years that are supported by Instead and permitted by the applicable tax authorities.

For the avoidance of doubt, all Customer-unique tax returns and other filings that are prepared by Instead as part of Instead Tax Services Full Service or that are generated by a Platform Service and reviewed by Instead as part of Instead Tax Services Assisted, and any Customer-unique tax strategies, tax positions or tax plans suggested or calculations performed in connection therewith (excluding, in each case, any Instead Materials or Third-Party Materials therein), are Service Output under these Service Terms, even if this Section 4 does not refer to them by that term.

b. Provision of Required Information; Deadlines

i. Customer's tax filings will be reviewed and/or prepared (as the case may be) based solely on the documents and other Customer Data provided by Customer and its Representatives for such purpose. Instead is not responsible for any delays or missed deadlines resulting from Customer’s failure or delay in providing necessary information or documents. Customer shall timely provide all information required for Instead’s preparation of a complete and accurate tax filing (or, in the case of Instead Tax Services Assisted, for Instead’s review of a tax filing generated by the Platform Services), including by uploading relevant documents and data to Customer’s Account in an acceptable electronic format and by promptly providing Instead with written or verbal responses to requests for information.

ii. Instead’s provision of Tax Services and the ability to meet the relevant tax filing deadline(s) is subject to reasonable turnaround times, Customer’s prompt and complete submission of usable documents and responses to inquiries or requests for information, and to the availability of the Instead Expert during applicable business hours. If Customer requests an unreasonable turnaround time, or if Customer does not timely provide all required documentation and information, Instead may ask Customer to file an extension with the applicable tax authority. If Customer declines to file an extension or if Customer continues to fail to timely provide required documents or information after an extension is filed, Instead may suspend or terminate Customer's Tax Services (in whole or with respect to such filing), in its sole discretion.

iii. Customers that are business entities must provide all relevant business bookkeeping records fully reconciled and in a state that allows the Instead Expert to prepare the business filing. The Instead Expert has the right to determine if Customer’s business records are appropriately reconciled and, at the Instead Expert’s discretion, to refuse to start preparation of the filing until any necessary bookkeeping or reconciliation is complete.

c. Upgrade to Full Service

If Customer’s tax filing requires significant oversight and/or actual preparation, the rules of the Internal Revenue Service may obligate an Instead Expert to sign the return as the preparer and have primary responsibility for its preparation. In such case (or any other case where preparation of a tax return is delegated to an Instead Expert), Customer agrees that (i) Customer will be required to use Instead Tax Services Full Service and pay the applicable Fees therefor and (ii) Customer will no longer be able to prepare the tax filing using the Platform Services or Instead Tax Services Assisted.

d. Instead Experts

i. Instead reserves the right to assign an Instead Expert of its choice to Customer’s Tax Services, provided that Instead will use commercially reasonable efforts to assign an Instead Expert that meets as many of Customer’s preferences and needs as possible. Instead may provide features that enable Customer to match with an Instead Expert of Customer’s own choosing based on Customer’s stated preferences or needs. While Instead makes efforts to facilitate a satisfactory match, Instead cannot guarantee that the assigned Instead Expert will meet all of Customer’s preferences or needs, that Customer will be able to connect with the Instead Expert of Customer’s choice, or that the Instead Expert will be available during the relevant business hours or at Customer’s preferred times. Instead may assign a different Instead Expert to assist with Customer’s Tax Services due to expertise, availability, volume or other circumstances, in Instead’s sole discretion. Other Instead Experts or Instead employees may work with the assigned Instead Expert, for example to assist with collecting, reviewing or entering documents and other Customer Data, scheduling contacts with Customer, or reviewing completed filings.

ii. Tax Services for a particular tax filing, and Customer’s engagement with the Instead Expert assigned to such tax filing, will conclude upon the first of the following to occur: (A) Instead notifies Customer that the tax return is complete, Customer approves it for filing and (x) if it is being filed electronically, it is filed and accepted by the tax authority or (y) if it is being printed and mailed, Instead provides Customer with access to an electronic copy of the ready-to-print filing; (B) if the filing is being prepared by an Instead Expert, the Instead Expert notifies Customer that additional information is needed to prepare but Customer fails to respond within a reasonable time and, as a result, Instead terminates the Tax Services for such filing; or (C) such Tax Services engagement or the Agreement is terminated in accordance with the terms of the Agreement.

e. Instead’s Right to Refuse Tax Services

Instead reserves the right to refuse to assist with or prepare a tax filing, to revoke the delegation of a tax filing, or to otherwise provide certain Tax Services, for any reason in its sole discretion.

f. Use of Third-Party Software in Instead Tax Services Full Service

For some tax returns or related filings prepared by Instead in Instead Tax Services Full Service, Instead will use third-party tax preparation software that it commercially licenses to complete, process, or file relevant parts of a tax return or associated filings, solely to the extent that preparation requires forms, calculations, or processes that are not currently supported within the Instead platform. When third-party software is used, (A) Instead’s obligations under these Terms of Service and Instead’s Privacy Policy (such as those relating to confidentiality, security, and data protection) will continue to apply and such third parties will be contractually bound by service terms compatible with Instead’s obligations; (B) Instead will share Customer Data with such third parties only as necessary to prepare, process or file the applicable filing in accordance with Applicable Laws; and (C) the use of such third-party software will not affect Customer’s Fees, except as specifically communicated and agreed by Customer.

g. Other Service Terms Apply. For the avoidance of doubt, Instead and Customer acknowledge that all relevant provisions of these Service Terms relating to Services that are not specifically Platform Services (including Customer’s responsibilities, representations and warranties under Section 3 of these Service Terms) apply to all Tax Services.

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5. INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK

a. Instead Intellectual Property

Instead, its Affiliates and their licensors own and will retain all right, title and interest in the Services, Documentation, Instead Technology, Instead Materials, Confidential Information of Instead or its Affiliates, and all enhancements, improvements or derivative works of the foregoing, including all related Intellectual Property rights. Nothing in the Agreement grants or conveys any Intellectual Property rights or ownership rights in any of the foregoing, except for the limited rights expressly provided in the Agreement.

b. Customer’s Intellectual Property; Customer Data

i. Subject to clause (ii) of this subsection (b), Customer owns and will retain all right, title and interest in Customer Data and Customer’s Confidential Information, including all related Intellectual Property rights.

ii. As between Tax Advisor Customers and their Console Client, the Console Client owns and will retain all right, title and interest in its Customer Data that is uploaded, stored, shared, created for the Console Client or otherwise processed to or within a Tax Advisor Customer’s Account in Instead Pro (“Client Data”). In the event of a conflict between a Console Client and a Tax Advisor Customer regarding ownership or release of documents, data, or other information, Instead reserves the right to refuse to release the documents, data or other information to either party, absent the consent to release from the other party or the receipt of a legally binding order from an authority of competent jurisdiction.

iii. Nothing in the Agreement grants or conveys to Instead any ownership rights in the Customer Data or Customer’s Confidential Information, except as provided in Section 6(d) with respect to the creation and ownership of Aggregate Information.

c. Feedback

If Customer or its Representative provides Instead or its Affiliate with any suggestions, ideas, requests for strategy additions or other enhancements, questions, testimonials or success stories, or other feedback relating to the Services, whether directly to Representatives of Instead or its Affiliates, through the Services, through social media, during community forums or events or otherwise, and whether in written, audio or video format (“Feedback”), Customer grants to Instead and its Affiliates a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license, with rights to transfer and sublicense, to (i) use, reproduce, publish, display and/or distribute in any medium, sell, modify (as long as the substance of the original Feedback is not misrepresented) and make derivative works of, such Feedback for marketing, publicity, and promotion of Instead, its Affiliates and its and their products and services and for all other commercial business purposes and (ii) use, reproduce, publish, display and/or distribute Customer’s name or logo (and in the case of video Feedback, the image of Customer’s Representative(s)) in connection with such Feedback. Neither Instead nor any of its Affiliates is required to use or publish any Feedback, identify its source, or compensate Customer or its Representatives for use or publication of Feedback.

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6. CONFIDENTIALITY

a. Definition of Confidential Information

‍“Confidential Information” means information disclosed by a party (the “disclosing party”) to the other party (the “receiving party”) in connection with the Agreement that is marked as confidential or that would reasonably be considered confidential under the circumstances. Confidential Information includes, with respect to Instead and its Affiliates, the non-public aspects of the Services, the Instead Technology, non-public Instead Materials and Documentation and lists of customers, and with respect to Customer, all non-public Customer Data, and with respect to both parties, the terms of the Agreement and all non-public information relating to business plans and strategies, customers, data, financial information, forecasts, market analysis, pricing, Inventions, designs, products (whether actual, contemplated, experimental or planned), security measures, and software code. Confidential Information does not include descriptions of tax issues, requirements or strategies (other than any Customer- or Customer client-unique data or information contained therein) or information that the receiving party can demonstrate by documentation was: (i) already rightfully known to the receiving party without restriction on use or disclosure prior to the receipt of such information from or on behalf of the disclosing party, (ii) received by the receiving party on a non-confidential basis from a third party without a breach of an obligation to maintain its confidentiality, (iii) was or becomes generally known to the public other than by breach of the Agreement by the receiving party, or (iv) independently developed by the receiving party without use or reference to the disclosing party's Confidential Information.

b. Restrictions on Use and Disclosure of Confidential Information

The receiving party shall use the confidential information of the disclosing party solely to perform its obligations and exercise its rights under the Agreement, to comply with Applicable Laws, or as otherwise permitted under the Agreement. The receiving party shall hold Confidential Information of the disclosing party in strict confidence and shall not disclose or authorize the disclosure of such Confidential Information to any third party, except to the receiving party's Affiliates and its and their Representatives or service providers who:
(i) have a need to know such Confidential Information, and
(ii) are bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as this Section.
The receiving party is responsible for use and disclosure of the Confidential Information by its Affiliates and its and their Representatives and service providers and their compliance with the obligations of the receiving party under this Section. The receiving party shall protect Confidential Information of the disclosing party from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature. Each receiving party shall promptly notify the disclosing party, without undue delay in accordance with Applicable Laws, of unauthorized access, use, or disclosure of any of the disclosing party's Confidential Information in the receiving party's possession or under its control.

c. Disclosure Required by Law

The receiving party may disclose Confidential Information of the disclosing party in order to comply with the order of a court, regulatory agency or other governmental body of competent jurisdiction, or as otherwise necessary to comply with Applicable Laws, provided that the receiving party shall first have given written notice to the other party (if legally permitted to do so) and shall cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the Confidential Information. If the receiving party is legally compelled to disclose Confidential Information of the disclosing party, the receiving party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.

d. Aggregate Information

‍Instead may monitor Customer’s (and, if applicable, its Tax Advisors’) use of the Services and collect and use associated metadata, including IP addresses, session recordings, and network metadata, for the purposes of providing and evaluating the Services (such as for quality control, customer satisfaction, internal training and personnel assessment purposes). In addition, Instead and its Affiliates may collect and compile “Aggregate Information,” which is metadata, data, tax positions and strategies, and other information of or related to customers and their use of the Services that is collected into groups so that no individually identifiable person or entity is identifiable as its source.As between the parties, Instead solely owns all right, title, and interest in Aggregate Information and all related Intellectual Property rights, and Customer acknowledges that there are no confidentiality obligations or other restrictions on Instead’s and its Affiliates’ use of Aggregate Information.

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7. DATA PROTECTION AND PRIVACY

a. Compliance with Laws

For the purposes of the Agreement, each party is responsible for complying with Applicable Laws applicable to its business, including those regarding data privacy. To the extent that Customer is required to comply with the California Consumer Privacy Act and the California Consumer Privacy Rights Act (“CCPA”), the Virginia Consumer Data Protection Act, the Colorado Consumer Protection Act, the Utah Consumer Privacy Act, or any other existing or newly enacted Applicable Laws regarding data privacy, Instead shall facilitate Customer’s compliance with its obligations under such Applicable Laws, including with respect to data security and responses to data subject requests relating to Personal Information in Instead’s possession or under its control. Customer shall ensure that it has all necessary rights and permissions required by Applicable Laws and otherwise for submission and use of Customer Data as contemplated by the Agreement.

b. Use of Customer Data

Instead and its Affiliates may retain, use, and disclose Customer Data solely: (i) to provide the Services, provide customer support and otherwise perform Instead’s obligations under the Agreement; (ii) for internal business purposes to maintain, evaluate, develop, and improve the Services; (iii) to comply with Applicable Laws; (iv) as otherwise provided in the Agreement or the Documentation.

c. Processing of Customer Data; CCPA

If Instead processes Customer Data on behalf of Customer, the Agreement and the Documentation are Customer’s instructions for processing Customer Data. If Instead’s provision of the Service is subject to the CCPA and Instead processes Customer Data that includes personal information, as defined by the CCPA (“CCPA Personal Information”): (i) Instead collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in the Agreement and does not sell (as defined in the CCPA) CCPA Personal Information; and (ii) Instead certifies that it understands and will comply with the foregoing restrictions.

d. Data Protection

‍ Instead shall maintain commercially reasonable technical, administrative and physical safeguards and procedures designed to comply with Applicable Laws, to protect the security, confidentiality and integrity of, and protect against unauthorized release, access, destruction, modification, or disclosure of, Customer Data and Customer's Confidential Information. Instead shall use commercially reasonable measures to ensure that any Instead subcontractors use reasonable data protection safeguards and procedures in handling any Customer Data or Customer's Confidential Information.

e. Breach Notification

‍ In the event that Instead becomes aware of unauthorized access, use, or disclosure of Customer Data or Customer's Confidential Information in Instead's possession or under Instead's control, Instead shall: (i) promptly notify Customer of such incident without undue delay in accordance with Applicable Laws and provide Customer with information regarding such incident as reasonably requested by Customer to enable Customer to comply with its obligations under Applicable Laws; and (ii) use commercially reasonable efforts to identify the cause of and remediate the cause of the incident within Instead's systems, to the extent such remediation is within Instead's reasonable control.

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8. TERM; TERMINATION; SUSPENSION OF SERVICE

a. Subscription Terms

‍Unless earlier terminated as provided in the Agreement,‍

i. the initial Subscription Term for a Service will be the subscription term specified in the initial Order Document for such Service, starting on the execution date of the Order Document, unless a different Effective Date is set forth in the Order Document; and‍

ii. Customer’s subscription to the Service will thereafter automatically renew for successive additional periods of the same length (each, a “Renewal Subscription Term”), unless either (A) Customer cancels the subscription renewal by providing Instead with written notice of non-renewal to support@instead.com at least one month before the end of the then-current Subscription Term, or (B) Instead cancels the subscription renewal by providing Customer with written notice of non-renewal at least one month before the end of the then-current Subscription Term.

The initial subscription term and each Renewal Subscription Term are referred to in the Agreement as a “Subscription Term”. A Subscription Term may not be terminated before its end except as expressly permitted by the Agreement.

b. Term of Agreement

The term of the Agreement (the "Term") begins on the Effective Date for the initial Subscription Term for Customer’s first Service subscription and ends on the date of termination or expiration of the last Renewal Subscription Term of a Service.

c. Termination for Cause

In addition to any other rights of termination provided to a party in these Service Terms:‍

i. Either party may, in addition to other rights and remedies, terminate the Agreement or the applicable Service if the other party breaches any material provision thereof and, if such breach is capable of cure, fails within 30 days after receipt of notice of default to correct such default. During any period of breach by Customer, Instead may suspend Customer’s access to the applicable Service(s) as provided in Section 8(d).‍

ii. Either party may terminate the Agreement by written notice to other party if the other party (A) ceases to operate in the ordinary course, (B) becomes insolvent or generally unable to pay its debts as they become due, (C) becomes the subject of any bankruptcy, liquidation, dissolution or similar proceeding that is not resolved within 60 days of filing, (D) makes an assignment for the benefit of its creditors, or (E) has a receiver, trustee, custodian, or similar agent appointed for a material portion of its property or business (any of these, an “Insolvency Event”).

d. Suspension of Service

Notwithstanding anything to the contrary in the Agreement, Instead may (in addition to any other rights and remedies) suspend Customer's and any Authorized User's access to any portion or all of the Services, without liability to Customer, if:‍

i. there is a material risk to or disruption of the security or performance of the Service or the Instead Technology or to any Affiliate, customer, supplier, vendor or commercial partner of Instead that was caused by Customer, its Affiliates, or its or their Authorized Users or Representatives (a “System Threat”);‍

ii. Customer is subject to an Insolvency Event;‍

iii. Customer is in breach of its payment obligations under the Agreement;‍

iv. Customer or any of its Representatives is using the Services, the Instead Materials or the Services Output for activities that are or are potentially fraudulent, in violation of Applicable Law or otherwise in breach of the Agreement;‍

v. Customer or any of its Affiliates is the subject of an investigation or legal action by or at the direction of any regulatory, governmental, or judicial authority, or if Customer or any of its Affiliates commits or is alleged to have committed acts of fraud or abuse that may compromise the integrity or reputation of the IRS E-file program and/or Instead (as determined by Instead in its sole discretion); or
vi. Instead's provision of a Service to Customer or any Authorized User is prohibited by Applicable Law.

If the suspension is for a System Threat, Instead shall use commercially reasonable efforts to provide prior notice to Customer, including by phone or email to Customer’s account contact. Instead shall work in good faith with Customer to resolve the circumstance giving rise to the suspension and shall resume providing access to the Service as soon as reasonably possible after the event giving rise to the suspension is resolved. Customer will continue to be obligated to pay all Fees for the suspended Service(s) during the period of suspension and Customer will not be entitled to any compensation or credits for any period of suspension, unless the suspension was due to Instead’s error or omission or breach of the Agreement or to a System Threat not caused by Customer, its Affiliates, or its or their Authorized Users or Representatives.

e. Effect of Termination

Upon termination or expiration of the Agreement:
i. Customer’s rights under this Agreement immediately terminate (with the exception of those surviving termination, as described below);‍

ii. Customer remains responsible for all Fees and other obligations incurred through the effective date of termination and is not entitled to any refund for Services provided through such date, and any payment obligations for Services provided through such date will accelerate and become immediately due and payable by Customer;‍

iii. In the case of termination by Instead before the end of a Subscription Term for Customer’s breach or an Insolvency Event of Customer, or by Customer before the end of a Subscription Term for any reason other than Instead’s material breach or an Insolvency Event of Instead, Customer remains responsible for all Fees that would have been payable for the unused portion of the terminated Subscription Term, which payment obligations will accelerate and become immediately due and payable by Customer;‍

iv. In the case of termination by Customer for Instead’s material breach, Instead shall refund Customer a pro rata amount of any prepaid Fees for the applicable Service(s) applicable to the unused portion of the terminated Subscription Term.

All provisions that by their nature should survive termination of the Agreement (including, by way of example and not limitation, payment obligations, indemnification and defense obligations, and duties of confidentiality) will do so.

f. Retention, Return and Deletion of Customer Data

i. Instead will retain Customer Data (including Service Output and, in the case of Tax Services, work paper files and other records related to Service Output) in accordance with Applicable Laws and Instead’s then-current standard document retention policy. If Customer’s tax return is not accessible through its Account for the applicable Services and Customer has not downloaded or otherwise retained a copy, Customer must contact the relevant tax authority to obtain a copy.‍

ii. In the unlikely event that Customer provides Instead with any hard copy of documents containing Customer Data in connection with Tax Services (which Customer shall not do except with the prior written agreement of the applicable Instead personnel), such paper documents will be returned to Customer promptly after the relevant Tax Services are complete.‍

iii. Upon Customer’s written request at any time up to 90 days after termination of the Agreement or the applicable Service, Instead shall either (i) provide Customer with limited access to such Service, at no additional cost and subject to the obligations and restrictions of the Agreement, solely for the purpose of retrieving Customer Data that is in Customer’s Account for the Service; or (ii) provide an export file of retained Customer Data stored on Instead’s systems in a commonly used format reasonably determined by Instead and subject to Instead’s standard fees for the preparation for such export file. Any such retrieval by or export to a Tax Advisor Customer of Customer Data of a Console Client will require the authorization of such Console Client. Instead may, but has no obligation to, maintain or return Customer Data more than 90 days after termination of the Agreement.‍

iv. Upon Customer’s written request at any time during the Term or up to 90 days after termination of the Agreement, Instead shall promptly delete Customer Data or Customer's Confidential Information in Instead’s possession or under its control, other than Customer Data or Customer's Confidential Information contained in automatic computer backups or historical archives or that must be retained to fulfill obligations under the Agreement or another agreement with Instead or an Instead Affiliate, for regulatory, legal, or audit purposes, or for compliance with Instead's data retention policies. If Customer requests that Instead permanently delete Customer Data, Customer releases Instead from any claims or liability relating to that Customer Data. Notwithstanding the foregoing, a Tax Advisor Customer does not have the right to request that Instead delete Customer Data in the Accounts of its clients who are Customers. For purposes of this Section, “Deletion” of information means deletion, destruction, overwriting, or anonymization or de-identification such that the source is not identifiable.

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9. FEES

a. Fees

‍Customer shall pay the Fees applicable to each Service purchased by Customer, without offset or deduction, in accordance with the Order Document for such Service and the Payment Schedule. For the avoidance of doubt, notwithstanding any agreement by a Tax Advisor or other person or entity to pay Fees for a paid Service on behalf of a taxpayer Customer, such taxpayer Customer is responsible for payment of Fees for such Service (including Fees for any entities, users or premium strategies added to such taxpayer Customer’s Account by a Tax Advisor). All Fees are denominated and payable in US dollars. A Service subscription is non-cancellable during a Subscription Term and Fee payments are non-refundable, except as expressly provided in these Service Terms.

b. Taxes

Customer is responsible for paying (or reimbursing Instead for its payment of) all sales, use and excise taxes and other similar taxes, duties or other charges assessed or imposed by any governmental authority with respect to the Services, other than taxes based on Instead’s income.

c. Payment Schedule for Renewal Subscription Terms

The payment for Fees for Renewal Subscription Terms shall be made using the same payment frequency and payment method set forth in the Payment Authorization, unless Instead notifies Customer of a change of payment frequency at least one month prior to the beginning of the applicable Renewal Subscription Term.

d. Renewal Pricing

Instead reserves the right to change the Fees applicable to the Service for any Renewal Subscription Term, effective on the first day of such Renewal Subscription Term, provided that Instead has given Customer at least one month’s prior written notice of the pricing change as provided in this subsection (d). If pricing for the upcoming Renewal Subscription Term will change, Instead shall specify the new pricing terms in the Renewal Notice sent at least one month prior to the expiration of the current Subscription Term (such specification of new pricing, a “Price Change Notice”). If the subscription renewal is not timely canceled as provided in Section 8(a), the subscription will automatically renew with the pricing set forth in the Price Change Notice.

e. Authorizations

Customer authorizes Instead and/or its billing platform to initiate entries to the bank account or credit card specified in the Payment Authorization in order to pay the amounts due and, if necessary, to initiate adjustments for any transactions credited or debited in error. No prior notification of a charge will be required or provided unless the scheduled payment date or amount changes for a Renewal Subscription Term, in which case prior notice will be given as provided in these Service Terms. This authorization (as modified to reflect any changes in Customer’s account information notified to Instead) will remain in effect during the duration of the Agreement, unless and until either Instead or Customer provides 14 days' written notification of a change in payment method. Customer agrees to: i. not dispute scheduled charges that correspond to the terms of the Payment Schedule and the Agreement; and ii. in the event of a new payment method or a change in other account information, to update its Payment Authorization at least 14 days prior to the next billing date. Customer represents and warrants that the origination of ACH transactions or credit card transactions (as the case may be) to its account in accordance with the Agreement complies with applicable law.

f. Late Payments

Overdue amounts will bear interest at the rate of 1.5% per month or the maximum rate permitted by Applicable Laws, whichever is less. Customer shall reimburse Instead for any collection agency fees, attorney’s fees, court costs and other reasonable expenses Instead incurs in collecting any overdue amounts. In addition, Instead may suspend Services as provided in Section 8(d).

g. Payment Disputes

Customer must assert any payment dispute in writing within 7 days after the payment is made (or, in the case of invoiced Fees, the due date of the invoice giving rise to the dispute). Customer waives the right to dispute any payment that Customer does not dispute in writing within such period. Any undisputed portion of an invoice must be paid by the due date.

h. Fee Payments on Behalf of Taxpayer Customers

‍A taxpayer Customer's Tax Advisor or other person or entity who invites such Customer to a Platform Service may pay the applicable Fees on behalf of such Customer. However, Customer remains responsible for the payment of all Fees. If neither the person or entity who undertook to pay the Fees nor Customer pays the applicable Fees when due, Instead may suspend Customer’s Account or downgrade it to a free version.

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10.NON-SOLICITATION; NON-COMPETITION

a. Non-solicitation

During the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, individually or on behalf of any other person, firm, corporation or other entity, knowingly solicit, aid or induce: i. any employee, contractor or consultant of Instead or any of its Affiliates to leave such employment or engagement to accept employment with or render services to or with any other person or entity unaffiliated with Instead, knowingly take any action to assist any other person or entity in identifying, hiring or engaging any such employee, contractor or consultant, or hire any such employee, contractor or consultant; or ii. any other customer of Instead or any of its Affiliates to purchase goods or services competitive with those then sold by Instead or its Affiliates from another person or entity or assist any other person or entity in identifying or soliciting any such customer.

b. Non-competition

Customer acknowledges that Instead and its Affiliates provide content and perform services of a unique nature that are irreplaceable and that, if Customer shared non-public Services, Documentation or Instead Materials with any competitor of Instead or its Affiliates or other third party, Instead and its Affiliates would suffer irreparable harm. Accordingly, during the Term and for the one (1) year period thereafter, Customer shall not, directly or indirectly, own, manage, operate, control, be employed or engaged by (whether as an employee, consultant, independent contractor or otherwise, and whether or not for compensation) or render services to any person, firm, corporation or other entity, in whatever form, engaged in any business that competes with the business of Instead or any of its Affiliates, in any country in which Instead or its Affiliates conduct business.This provision does not prevent or restrict Customer from: i. owning not more than 2% of the total shares of all classes of stock outstanding of any publicly held entity engaged in such business; or ii. rendering services to charitable organizations, as such term is defined in Section 501(c) of the Internal Revenue Code.

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11. INDEMNIFICATION

a. By Customer

Customer shall indemnify and hold harmless Instead, its Affiliates and its and their Representatives from any and all liabilities, losses, damages, judgments, awards, settlement payments, additional tax charges, penalties, fines, fees, interest, costs or expenses (including reasonable fees of attorneys, other professionals and witnesses, court costs and filing fees, and other reasonable investigation and defense expenses) (“Losses”) incurred as a result of any claim, action or proceeding brought by a tax authority or other third party (an “Action”) arising out of, resulting from or alleging: i. Customer’s breach of the Agreement; ii. use of the Services, the Instead Materials or the Service Output by Customer, its Tax Advisors or its Representatives or, in the case of Tax Advisor Customers, Customer’s clients (other than Infringement claims for which Instead is obligated to indemnify Customer under clause (b)(i) of this Section); iii. Customer’s violation of Applicable Laws; iv. the Customer Data; v. in the case of Tax Advisor Customers, any representations and warranties made by the Tax Advisor Customer to its clients concerning the Services, the Instead Materials or the Service Output.

b. By Instead

Instead shall indemnify, defend, and hold harmless Customer and its Representatives from and against any and all Losses incurred as a result of any Action (other than an Affiliate of Customer or a Representative of Customer or its Affiliates) arising out of, resulting from or alleging: i. that Customer's use of a Service (excluding Customer Data and Third-Party Materials) in accordance with the Agreement infringes or misappropriates such third party's U.S. patents, copyrights, or trade secrets (an “Infringement”); or ii. Instead’s breach of the Agreement or violation of Applicable Laws. Instead has no obligation with respect to any actual or alleged Infringement or violation of Applicable Laws that arises or is alleged to arise from: i. Third-Party Materials or Customer Data; ii. access to or use of the Service in combination with any hardware, system, software, network, or other materials or service not provided by Instead or specified in the Documentation for Customer's use with the Service, if the Infringement would not have occurred but for such combination; iii. modification of the Service other than by or on behalf of Instead or with Instead's written approval in accordance with Instead's written specifications; or iv. failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Instead. In addition to its indemnification obligations under this Section, if the Service is subject to an Action alleging Infringement and as a result, Customer’s use of the Service is enjoined, then Instead shall, at no cost to Customer, procure for Customer the right to continue using the Service or replace it with non-infringing or modified service of materially equivalent functionality. If neither of these two options is available on terms that are commercially reasonable for Instead, then Instead may terminate Customer’s right to access and use the affected Service, in which case Instead shall refund Customer a pro rata amount of any prepaid Fees applicable to the unused portion of the then-current Subscription Term for such Service (excluding any fees for Professional Services or other one-time fees related to such Service); provided, however, that if Customer was unable to use the Service as a result of the Infringement, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.

c. Indemnification Procedure

Each party seeking indemnification (the "Indemnified Party") shall promptly notify the other party (the "Indemnifying Party") in writing of any Action for which such party believes it is entitled to be indemnified pursuant to this Section. The Indemnifying Party shall promptly assume sole control of the defense and/or settlement of the Action, at the Indemnifying Party's sole cost and expense. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnified Party shall cooperate in all necessary respects with the Indemnifying Party in the defense of the Action, at the Indemnifying Party's sole cost and expense. The Indemnifying Party shall not, without the Indemnified Party’s written approval: i. make any admissions on the Indemnified Party’s behalf; or ii. settle any Action unless the settlement unconditionally releases the Indemnified Party of all liability. If the Indemnifying Party fails or refuses to assume control of the defense of such Action, the Indemnified Party shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. The Indemnified Party's failure to perform any obligations under this subsection (c) will not relieve the Indemnifying Party of its obligations under this Section, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.

d. Exclusive Remedy

This Section states the Indemnifying Party’s sole liability and the Indemnified Party’s exclusive remedy with respect to Infringement and any other type of third-party Action described in this Section. For the avoidance of doubt, this Section does not apply to any direct claims between the parties.

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12.MODIFICATIONS TO SERVICE TERMS

Instead may modify these Service Terms at any time and post the updated version at https://www.instead.com/legal/terms-of-service (or any successor website). If Instead modifies these Service Terms, it shall provide prior written notice to Customer of such modifications at least 30 days prior to the effectiveness of the modifications, which notification may be provided (without limitation) through a statement posted on the website or in Customer’s administrative console for the Account, in an email notification or in an invoice or Renewal Notice. If modifications are necessary to comply with Applicable Laws, Instead is not required to provide prior notice but shall use commercially reasonable efforts to provide prior notice when practicable.

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13.DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY

a. Disclaimer of Warranties

Except as specifically set forth in these Service Terms and to the maximum extent permitted by Applicable Laws, (i) the Services are provided “as is” and Customer’s and its Representatives’ use of and reliance on the Services, the Instead Materials, the Service Output and any Third-Party Materials is at Customer’s sole risk and discretion; and (ii) Instead gives no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including the implied warranties of merchantability and fitness for a particular purpose. Without limiting the generality of the foregoing, Instead does not represent or warrant that the Services will meet requirements or provide an expected return on investment; that the Services or the Service Output will be uninterrupted, free from bugs, errors or omissions, correct, complete, timely or otherwise reliable; that defects in the Services will be corrected; or that the Services or the Instead Technology will be free of viruses or other harmful components. No Service Output or oral or written information or advice given by Instead, its Affiliates or its or their Representative constitutes or creates a warranty. Instead makes no representations or warranties for the direct or indirect benefit of any client of a Tax Advisor Customer. Instead is not responsible for disallowed deductions, the inclusion of additional unreported income or any resulting taxes, penalties or interest, any professional fees required to defend or correct filings or to prepare new filings or amended filings, or any other liability, except as required by Applicable Laws.

b. Exclusion of Certain Damages

In no event will Instead be liable for cost of cover or any indirect, special, punitive, consequential or incidental damages, including lost business, investments or profits or lost data, even if advised of the possibility of such damages and even if such damages are reasonably foreseeable. The previous sentence will not apply to Instead’s gross negligence, fraud or other willful misconduct.

c. Limitation of Liability‍

In no event shall Instead and its Affiliates’ aggregate liability under the Agreement exceed the amounts paid or payable to Instead under the Agreement in the 12 months preceding the Action. The previous sentence will not apply to Instead’s gross negligence, fraud or other willful misconduct or to Instead’s indemnification obligations.

d. Limitation of Claims

Neither party may bring any claim relating to the Agreement more than one year after the events giving rise to the claim occurred. The previous sentence will not apply to a party’s breach of its privacy, security, and confidentiality obligations set forth in Section 6, to Customer’s infringement or misappropriation of the Intellectual Property rights of Instead, or to Customer’s obligations to pay Fees.

e. General

These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of such party, its Affiliates or, in the case of Customer, Authorized Users. Without these limitations, the fees for the Services would be significantly higher. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply and the parties may have additional rights.

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14.INDEPENDENT CONTRACTORS

The parties are independent contractors, and nothing in the Agreement shall beconstrued as creating a joint venture, partnership, agent, employment or fiduciaryrelationship between Instead and Customer. The Agreement does not grant any TaxAdvisor Customer the right to resell the Services, in whole or in part, to any person orentity.

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15.DISPUTE RESOLUTION

a. Negotiation of a Dispute

In the event of any dispute, claim, question, or disagreement (“Dispute”) arising from or relating to the Agreement, the parties shall use their best efforts (acting reasonably and in good faith) to settle the Dispute. If they do not reach a solution within a period of 60 days, then, upon notice by either party to the other, such Dispute shall be finally settled by binding arbitration.

b. Binding Arbitration

Any unresolved Dispute shall be settled by binding arbitration administered by the American Arbitration Association, in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall be conducted by a single neutral arbitrator in the English language in San Francisco, California, unless the parties agree to conduct the arbitration by telephone, video conference or written submissions. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. In all other respects, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert fees, costs and other expenses.

c. No Class Action

Each party waives any right to assert any claims against the other party as a representative or member in any class or representative action.

d. Governing Law

The Agreement shall be governed and controlled by the laws of the State of California without regard to any jurisdiction’s conflicts of law rules.

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16.COMMUNICATIONS

a. Recording and Monitoring Communications

When Customer communicates with Instead, Instead may monitor and/or record those communications to provide and evaluate the Services (including for quality control, training, customer satisfaction and other purposes). Customer consents to this monitoring and recording.

b. Consent to Receive Automated Calls/Texts

By providing Customer’s telephone number(s) or email address(es), Customer consents to receive calls (including autodialed, pre-recorded or artificial voice calls), text (SMS) messages and emails from Instead regarding Services and promotions that may be of interest. This consent is not required to purchase any goods or services.

c. SMS Communications

Message frequency varies per user. Message and data rates may apply. Text HELP for help. Text STOP to unsubscribe. Neither Instead nor the carrier is liable for delayed or undelivered messages.

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17.MISCELLANEOUS

a. Equitable Relief

Each party acknowledges that damages may be an inadequate remedy if the other party or its Affiliates or its or their Representatives violate the obligations under the Agreement, and each party shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.

b. Severability

If any provision of the Agreement is found to be invalid, illegal, or unenforceable, then it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose, and the parties shall negotiate reasonably and in good faith to modify the Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. All other provisions of the Agreement will remain in full force and effect.

c. Entire Agreement

The Agreement constitutes the entire agreement between the parties with respect to the matter contained herein and supersedes all prior and contemporaneous agreements and understandings of the parties with respect thereto. There are no agreements, representations, or warranties of any kind except as expressly set forth herein or referenced within the Agreement. Customer’s standard terms of purchase (including purchase order terms or click-through terms), if any, are inapplicable.

d. Order of Precedence

Except to the extent expressly specified otherwise, if there is any conflict between the Order Document, these Service Terms, and any addendum signed by the parties, the following order of precedence applies: first, any addendum between the parties; second, these Service Terms; and third, the Order Document.

e. Waiver

No waiver of any provision of the Agreement will be effective unless it is in writing and signed by the waiving party, and no such waiver will constitute a waiver of any other provision or of the same provision on another occasion.

f. No Third-Party Rights

‍The Agreement is made for the sole benefit of the parties and their respective successors and permitted assigns. Nothing in the Agreement, express or implied, is intended to or shall confer upon any other person or entity (including any client of Customer) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

g. Assignment

‍Customer may not assign its rights, duties, or obligations under the Agreement without Instead’s prior written consent; provided, however, that Customer may assign the Agreement without consent to an acquirer of all or substantially all, or control of all or substantially all, of the capital stock, assets, or business of Customer (whether as a result of a merger, acquisition, sale of assets, change of control, or operation of law) or to an Affiliate of Customer, provided that Customer must provide notice to Instead of the assignment, the assignee must agree in writing to be bound by the Agreement, and Instead may terminate the Agreement if Customer assigns the Agreement to an entity whose business competes with the business of Instead or any of its Affiliates. Any purported assignment or delegation in violation of this Section will be null and void. No assignment will relieve the assigning party of any of its obligations hereunder that accrued before the effective date of the assignment.

h. Successors and Assigns

‍The Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

i. Notices

‍Instead shall communicate announcements of general interest by email or by posting on its website or social media accounts or in Customer’s administrative console for the Account. All legal notices and consents under the Agreement shall be given in writing and shall be sent by and deemed to have been sufficiently given or served for all purposes as of the date it is sent by e-mail, or delivered by hand, overnight courier, or certified mail to any of the following addresses (or addresses subsequently updated by the parties).

j. Headings

‍ Section and subsection headings contained herein are for convenience only and shall not in any way affect the interpretation or enforceability of any provision of the Agreement.

k. Force Majeure

Except for Customer’s payment obligations, a party shall be excused from performance and shall not be liable for any delay or failure to perform caused by war, terrorism, sabotage, insurrection, riot or other civil unrest, labor disturbance or shortage, government action, explosion, hurricane, earthquake, flood or other act of God, epidemic or widespread illness, electrical, telecommunications, or other utility failures, denial of service attacks or other circumstances beyond such party's reasonable control. A party seeking relief from performance under this Section must provide notice of such circumstances to the other party as soon as practicable, use commercially reasonable efforts to avoid or mitigate such circumstances, and resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either party.

l. Export Regulation

Customer shall comply with all Applicable Laws that prohibit or restrict the export or re-export of a Service, the Service Output, or any Customer Data outside the United States, including completing all required undertakings and obtaining any necessary export license or other governmental approval.

m. Publicity

Unless a party has provided written instructions to the contrary to the other party, either party may include the name or logo of the other party (or its Affiliate, if applicable) in lists of customers or vendors. Except as otherwise provided in Section 5(c) of these Service Terms, neither party shall issue or release any press release or other announcement relating to the Agreement without the consent of the other party.

o. Use of Instead Marks

‍If Customer is a Tax Advisor Customer that subscribes to Instead Pro, Tax Advisor Customer may state publicly that it uses Instead Pro and, in connection therewith, Instead grants Tax Advisor Customer a limited, revocable, non-exclusive, non-transferable right and license to use and display Instead’s name and relevant trademarks and service marks (the “Instead Marks”) in accordance with Instead’s then-current branding guidelines made available on the Instead.com website or otherwise provided to Tax Advisor Customer. All goodwill developed from a Customer’s use of the Instead brand will accrue solely to the benefit of Instead.

p. Referral Fees

Instead may pay referral fees to tax advisors or other persons or entities, including those who invite their clients to a Platform Service.

q. Questions

‍Contact Instead by email at support@instead.com, by mail at Instead, LLC, 515 Folsom St, San Francisco, CA 94105, or by phone at 415-808-5914 for any questions about these Terms of Service or the disclosures below.

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18.FEDERAL TAX SERVICE DISCLOSURES

a. Contingent Fees / Circular 230 Disclosure

‍Instead complies with U.S. Treasury Department Circular 230, which governs the practice of certified public accountants, enrolled agents, tax return preparers, and other tax professionals in connection with their services relating to federal tax returns and tax representation before the Internal Revenue Service. Among other things, Circular 230 generally prohibits charging contingent fees—that is, fees calculated as a percentage of federal tax savings or refunds or fees that are only payable if a refund or particular savings result is achieved—in the preparation and filing of U.S. federal income tax returns. Accordingly:

• Any projected tax savings or illustrative results provided through the Service or otherwise by Instead are for informational purposes only and are not a guarantee of tax savings or refunds.
• Instead does not guarantee any minimum level of tax savings or refunds in connection with Services relating to federal tax compliance or advice and will not provide refunds or adjustments based on the amount of federal tax savings or the absence thereof.
• The Fees for Services relating to federal tax compliance or advice are not contingent on the achievement of any particular tax savings or refund, except as expressly permitted by federal law (e.g., in connection with IRS examinations, penalty/interest refund claims, or judicial proceedings, as described in 31 CFR §10.27).

For Services to which Circular 230 does not apply (such as Services related to state or local credits, incentives, or refunds), Instead may charge contingent or performance-based fees when and as permitted by Applicable Laws. The terms and conditions applicable to those specific Services, including any contingent fee arrangement, will be clearly stated in the Order Document for such Services and the communications from Instead.

b. IRC Section 7216 Disclosure and Consent for Business Entity Customers
Under Section 7216 of the Internal Revenue Code and its related regulations, federal tax return information may not be accessed or disclosed for marketing or other purposes not related to tax return preparation without express authorization. By using the Services and agreeing to these Service Terms, the authorized representative of a Customer that is a business entity taxpayer expressly consents to the following:

• Customer’s tax return information may be disclosed to a tax return preparer located outside the United States, including Instead’s Affiliate Instead Tax India Private Limited. Instead will ensure all data protection safeguards are followed as required by U.S. law and IRS regulations.
• Instead and its Affiliates may use and disclose (with appropriate privacy and data security measures in place) Customer’s business tax return information for the following purposes:
  • To provide the purchased Services and related customer support and otherwise perform Instead’s obligations under the Agreement, including:
    • Preparing, reviewing, filing, and providing support for business tax returns and related filings;
    • Providing tax planning, suggested tax strategies and tax positions, and identifying tax savings opportunities in connection with business tax compliance and related advisory Services;
    • Evaluating and providing year-round tax advisory and planning solutions, including prospective guidance and technical support on tax-law changes and optimization of business tax positions;
    • Processing tax return information both inside and outside the United States, for the purpose of the foregoing;
    • Disclosing tax return information as required for the foregoing;
  • To offer Customer product upgrades, services, and other training courses for potential purchase;
  • To provide Customer with news and content, newsletters, updates, targeted advertising, promotions, and special offers;
  • To ask Customer to participate in surveys about products, services, news, and events;
  • To comply with Applicable Laws;
  • To maintain, evaluate, develop, and improve the Services;
  • To create Aggregate Information (as defined in Section 5(d) of the Service Terms); and
  • As otherwise expressly permitted in the Service Terms and Instead’s Privacy Policy.

Instead will obtain a separate consent from Customer for any other use or disclosure of Customer’s business entity information. Customer affirms that its representative who enters into the Agreement on behalf of Customer is legally authorized to act on behalf of the business entity and to provide this consent. Customer may withdraw this consent at any time in accordance with Applicable Laws. In the event that Customer withdraws its consent, Instead may be unable to provide the Services to Customer or its ability to provide the Services may be impaired.

c. IRC Section 7216 Disclosure for Individual Customers
Under Section 7216 of the Internal Revenue Code and its related regulations, federal tax return information may not be accessed or disclosed for marketing or other purposes not related to tax return preparation without express written authorization. For federal tax-related Services provided to a Customer that is an individual (i.e., preparation of personal tax filings and related advisory services), Customer will sign a separate consent form that complies with Section 7216 before Instead will use or disclose tax return information for any purpose not related to tax preparation, including but not limited to tax planning, strategy, savings optimization, or sharing tax information with third parties or offshore teams.

d. Referral Fees
Instead may receive referral fees, commissions, or other compensation from third-party companies, service providers, or business partners when Instead refers customers to their products or services, or when customers purchase products or services through referral links or recommendations provided through the Services. These referral arrangements do not affect the cost of such third-party products or services to Customer, and Customer's use of any third-party products or services remains subject to the terms and conditions of those third parties. Instead's referral relationships do not constitute endorsements of third-party products or services, and Customer should independently evaluate the suitability of any third-party offerings for Customer's specific needs. Instead maintains editorial independence in making referrals and recommendations, which are based on Instead’s assessment of potential value to Customer rather than solely on compensation arrangements.